The Story of Lily
by PeridotYoshi
Summary: Every action has consequences. Lily was the first Toon to give up the fight against the Cogs, the first Toon that dared attempt to work for them… And in-turn, she was the Toon to invent 'Greening'. What was worse, was that she only realized what she had truly done, when it was too late to change anything. Backstory for character, Lily, from the upcoming Fanfic, 'Rewritten'.


In the early days of Toontown Online, there were Toons created in early Beta, that were to never see the light of day, when the game was finally released. These were the Toons played by the beta testers, and they made up the first Toons of Toontown, with voices inside their heads. Because these testers were only there for beta, and they knew they could never become attached to a Toon in the same way that a normal player of the game would, Toons were created with disinterest from their players, and never grew to bond with the voices in their heads. Lillian Whiskerwhatsit was one of these Toons, created by a long-time gamer, who never said a word to her, only going through the testing like they were supposed to. Lillian was brought up to 100 Laff, when beta finally ended, and the tester tossed her aside without a care. But due to a glitch in the system, one that wasn't ironed out before beta ended, Lillian remained. The rest of the Toons she'd come to know, disappeared without a trace, and for the time that Toontown was empty, Lillian roamed the streets, calling out to anyone who would answer. The streets were empty. The shops were empty. The HQ was empty.

…Lillian's heart was empty.

She was alone as she roamed Toontown, without a single sense of purpose. There was nothing anywhere, not even the Cogs that she'd been brought up, destroying. In this time, Lillian truly lost herself. Everything that she'd worked for was pointless. Her existence was pointless. There was no point in anything. The colors all around her soon felt horrible and oppressive; the cheery air seeming like it was mocking her emptiness. Lillian didn't know what to do with herself, anymore. She was a lost soul in limbo. Days came and went steadily, each one coming along seeming more pointless than the last as days became weeks, and weeks into a month, then soon, multiple months, each consisting of increasingly pointless days.

But as she was just about to give up hope, a group of Toons poured into Toontown Central. Her spirits lightened as she stared at every face… only for her spirits to drop once more. She didn't recognize _any_ of these Toons! They were all strangers to her. And upon checking the page in her Shticker Book, she found that every card she had ever gotten from a friend was gone. Everything that she had ever known would truly never be the same. Something snapped within the lavender feline, that day, and after several more months without a point, the first Cog HQ was discovered, and Lillian, her life still as without purpose as ever, decided to check out the place that the Sellbot Cogs called their headquarters. Unlike every other Toon she encountered, who headed for the entrance to the factory, Lillian started towards Sellbot Towers. She was already permanently in a saddened state anyway - What more could the Cogs do to her, that hadn't already happened?

A lot, actually, she came to realize. As soon as a patrolling Goon stopped her in her tracks, she was immediately thrown into the Sellbot HQ dungeon. For a time, she was forgotten about, until a couple years later, as a Cold Caller was doing its cleanup duties, it found her, sickly, malnourished, and curled up in the corner of a certain cell. After reporting this Toon to the VP, the massive robot decided that it would be best if he interrogated this Toon, a bit. She had come to Sellbot Towers unarmed, after all. So, Lillian was dragged out of her tiny cell, and brought before the VP, after being given a cupcake and a glass of water, of course. And, confronted by the VP, she said nothing, simply standing there, munching on her cupcake and sipping from the glass of water.

"Explain why you were in Sellbot Towers," the VP demanded sternly, folding his arms over his chest and glaring down at the Toon that stood before him, with the frown-side of his head. Lillian took another swallow of water, before answering.

"I don't fit alongside the other Toons, anymore," she squeaked, head turned down towards the ground, as she didn't dare make eye contact with the robotic monster looming above her. The split-second glimpse she'd gotten of him as she'd walked through the door was enough for her to know that she _really_ didn't want to get this Cog peeved. "I've lost everything. Friends, family… for how few of them there were… I just wanted to see if you guys had it any better. It's not like I have much else going for me."

"You're a Toon, yet you want to help us, Cogs? That doesn't make much sense," The VP's frozen frown softened only slightly, as a more skeptical look occupied it.

"Life doesn't make much sense," the Toon replied, stifling the tiniest laugh. "One minute, I was surrounded by the people I loved, then the next, everyone was gone…"

"What makes you think you'll be any less miserable, here?"

"The colors everywhere else are blinding and obscene. They're not cheery or fun, like they used to be. Nowadays, they're just an eyesore. As a Toon, I hate to say it, but… the gray of your HQ is quite refreshing," Lillian glanced up at the VP, smiling at him for a moment, before dropping her gaze back to the floor.

"So, what do you want, kid?" The VP asked, finally.

"If it wouldn't be too much trouble… I'd like to work here… Help you guys out, maybe… I could give you all kinds of information about the Toons, and maybe help you coordinate your attack plans, better… It's… just a thought…" A long spell of silence descended upon the two, as Lillian waited apprehensively for an answer, that she felt was almost assuredly a 'no'. The VP, meanwhile, held a metal hand to the chin of the frown-side of his face, thinking hard on the matter, wondering how a Toon could be even remotely useful in Sellbot Towers. Finally, he glanced down at the feline that was refusing to meet his gaze, folding his arms over his chest once again, as his head spun around to face the smile-side towards her.

"…Alright, if you prove yourself worthy, _maybe_ I'll let you work here," the VP said at last. "At least _you_ had the decency to _eat_ the things we gave you, not throw them all over."

"Thank you… uh, s-sir," Lillian muttered sheepishly, her ears flicking back as she took another nibble of her cupcake.

And for the week that followed, Lillian really pulled her weight around the HQ. She started out cleaning up the filthy HQ, taking up a role as a janitor, more than anything. The way in which she cleaned was meticulous, and she would go over a certain spot several times before she was pleased enough with it to move on. That was the blossoming of the clean freak inside of her, something that she would come to stifle, though she would never be fully rid of it. One day, as she was sweeping up one of the hallways of the offices, she began to notice things; jobs needing to be done, things being out of place, and the like, so she began to devote more time to helping the Cogs, sorting papers at first, then moving on to other duties, writing reports on the computer, working at the front desk for a small span of time, redirecting calls, even straight-up telemarketing, so well, in fact, that she made all of the Telemarketer Cogs in the building look like slackers, in comparison. Soon, though, she heard other Cogs begin whispering about their numbers dropping in Daisy Gardens, all of a sudden. Lillian requested to the VP that she go check it out, which he agreed to, and she headed on out to see what was happening outside of the Factory. Out from beneath the smog-filled sky, Lillian marched back into the obscenely colorful Daisy Gardens, the sunlight being absolutely blinding, at this point, especially since she had lived in a surprisingly dark office building all this time. It had taken the lavender cat a minute of holding a gloved hand over her eyes, to adjust to the light of the early afternoon. From there, she strolled down Oak Street, glancing around curiously as she kept an eye out for whatever could be lowering the number of Cogs so drastically.

She found her answer as she rounded a corner, and spotted a small rustle starting within an emerald-green, well-trimmed hedge. A cautious look lit up in her eyes as she perked her ears up. Peering between the clipped leaves, she spotted patches of brightly colored fur, obviously not from the plant. A mechanical clinking of a Cog's striding neared the hedge, and peering further around the corner, Lillian spotted a Mover & Shaker coming rather close to the conspicuous bush. In the instant that it was closest to the hedge, out of it leapt four Toons, wielding Gags and pumped for battle. The Cog only stood against the four for less than a minute, before being reduced to exploding scrap metal. After a quick glance around, to see if there were any more Cogs wanting to fight, the four quickly disappeared into the hedge, again. The Toons were _ambushing_ every Cog that came their way. Lillian felt an emotion surge up inside of her, something she hadn't felt in a long time; anger. She was furious. Over the last few days, Sellbot HQ's best Cogs had been sent out to figure out what was going on, and none of them came back. The lavender feline clenched her fists, her posture stiffening in rage. _Never send a Cog to do a Toon's work,_ she had said many a time when retelling the tale. Soon, another Cog approached the hedge of doom; a Glad Hander. Lillan stomped forward as the Toons were preparing to launch at the Sellbot, and as the four propelled out of their hiding place, Lillian leapt as well, charging into the battle before the fourth one could join, effectively separating them from the group.

Something about her intercepting one of the Toons and joining a Cog battle struck a chord in her. She had no Gags with which to fight, no reason to be in that brawl… But something was surely brimming in the mind of the lavender feline, something of a… plan… As the Toons readied their Gags, Lillian watched their Gag choice closely. One chose lure, while the other two passed, waiting for the Cog to be lured before they attacked. Sound woke up Cogs in a trance, she remembered from those olden days, nearly forgotten at this point. But, it was still there; that knowledge that could be the end of them. As the one Toon lured, Lillian snagged a bike horn from another Toon, using it on the Cog to wake it up. Strategies began to form in the feline's mind as she went at the Toons over and over, sneaking into their battles and disrupting their attack patterns to allow the Cogs to land as many hits to them as they possibly could. And although the Toons always managed to pull through, she could tell that their Toon-Up was dwindling, just as their Laff Points were. It was only twenty minutes later, when all four Toons fell sad, rushing back to the playground as fast as they could.

Lillian felt great. She felt exhilarated. She felt… _bad_. And oh, how _good_ it felt, to be _bad_. She had returned to the VP with her head held high, proclaiming to him what she had learned, and the action that she'd taken to put a stop to it. The VP's instinct was to promote her, but there was no way to do that for a Toon. For a Cog, a promotion meant being upgraded with better technology, but for a Toon, that was impossible. But a great idea came to his mind, and as Lillian returned to her work in Sellbot Towers, the Vice President made a few calls… By the end of them, the Cog Bosses had made several arrangements; Lillian would head back out for field assignments, and repeat that art that she had come to create, 'greening' as it was soon called. The feline was all too enthusiastic about the new assignments being handed to her, as she'd rush out and help the Cogs turn so many Toons sad, that it soon became no work at all, in her mind. The Cogs all knew who she was at this point, and as she greened the other Toons, they decisively avoided striking her, focusing their fire on the other Toons in the battle. To them, having Lillian in the fight gave them a great advantage, and a better chance of getting promoted. It was a symbiosis that had developed between her and the Cogs, with Lillian always happy for a task to do, and the Cogs' fatality rate dropping.

It was the Toon in Lillian that made her crave tasks to do, things to accomplish. She'd already made it to the top of the ranks by Toon standards, sporting 100 Laff and having unlocked all level six Gags (minus drop Gags) to boot. But with level seven Gags remaining, yet, nonexistent, and the VP being the only one of the Cog Bosses to be receiving unwanted visitors, to Lillian, there was nothing more for her to do on the side of the Toons. The Cogs, on the other hand… Their offices were different from the Toony streets bathed in color. Tasks were plentiful, new ones arising all the time for her to take on. There was no lack of things to do, no shortage of errands for her to run, or Toons for her to green. Whenever the VP asked her to do something, she gladly accepted the task, without any doubt of her own abilities. She believed she had found her calling.

Though, soon, she began to take notice of certain Toons that just sat on the sidewalks and didn't say anything. She hadn't paid them much mind, before, but… looking at them now… they seemed so miserable. Finally, she approached one of them, one day - a tall, orange, melancholy dog.

"What's the matter, fella?" she inquired, taking a seat beside him. The dog sighed, leaning his chin on his hands.

"My life just sucks," he growled. "The colors in this town hurt my eyes."

"I know how you feel. And the Cogs just won't stop coming, and we just can't seem to keep up with all that they do…" Lillian muttered, leaning back on her hands as she stared off towards the bright blue skyline.

"How'd you know?" he sat up, glancing down at her. The feline simply grinned.

"That was pretty much my life for a long while," she explained, straightening up before she continued. "But y'know, the Cogs could always use the extra hand around the factory. It might even tip the stalemate, so we can just declare a winner, already. Not to mention that the place has none of the rough-on-the-eyes colors."

"…That actually sounds like a good idea," the dog woofed.

"I could probably get you a job, there, if you wanted," Lillian smiled eagerly.

"You think you could?" The dog asked, suddenly seeming excited.

"Sure! I'll just have to have a discussion with the VP, but I'm sure he wouldn't mind another Toon working under him."

" _Another_ Toon?"

"Why do you think I'm offering? I've worked there for quite a while, now, and there's always been plenty to do."

"Well, shoot! I'm in!"

And thus, the recruiting process began. Lillian asked the VP if he would take a few more Toons to work under him, and after he accepted, the feline just roamed the streets, scraping sad Toons out of the gutter and skewing their view of Toon society, to convince them to join the Cogs. Soon, Toons flooded Sellbot Towers, to the point that the VP was absolutely overwhelmed by the numbers coming to him and asking for jobs. So, Lillian took up a higher position above the rest as she began to set certain places apart in each of the Cog HQ's, for the Toons that worked there; a certain tower of Sellbot Towers, a mint in Cashbot HQ that couldn't be reached by normal means, an office on the way to the private DA's Offices, and a certain floor of the Bossbot Clubhouse. But even after making places for the Toons, Lillian wasn't done yet. Promotions, as she had learned, were a tough thing for the Cogs to replicate for the Toons. They'd managed to break the rules once, giving her an additional five points to her previously, 100 Laff limit, but the Cogs were truly at a loss for how to promote Toons. So, Lillian arranged a system for the group, that would make promotions easy for the Cog Bosses to give, and tough for the Toons working there to receive.

An ancient alphabet became the root of the promotional ranks, each Cog Boss commanding a certain group of them. The VP would command the Toons with the ranks Omega, Psi, Chi, Phi, Upsilon, and Tau. The CFO commanded ranks Sigma, Rho, Pi, Omicron, Xi, and Nu. The CJ commanded ranks Mu, Lambda, Kappa, Iota, Theta, and Eta. And finally, the CEO commanded the Zeta, Epsilon, Delta, Gamma, Beta, and Alpha ranks, and he could command any of the other Toons in the network, should he want to. And as time went on, these Toons would perform more assignments than just greening other Toons, and being a helping hand in the HQ. These Toons would soon become a top-secret intelligence agency, under the Cogs. And at the forefront of her trade, Lillian led the newfound Cog Spies on a covert assault on the Toons, doing everything to disrupt and disorient them, to the point that when the Cogs would come, there would be hardly any resistance.

Lillian was soon affectionately nicknamed 'Lily' by her superior, the CEO, as well as promoted to Alpha1, the very first Cog Spy to reach Alpha status. Her strategizing abilities soon became the bane of the Toons' existence, as she was able to predict the best times to schedule Cog invasions, and figure out which buildings were the best to take over at which time. She was the most important asset on the Cog Spy force. But the CEO… he was _really_ why she kept coming back to work, every day. She and him were close, as close as a cat and a robot could be. To Lily, the Cog bosses were like her father figures, but while she liked the VP, and the CFO and CJ, to an extent, none of the other bosses could compare to how she felt for the CEO. They got along very well, for a Toon and a Cog, and when they weren't working, they both enjoyed playing games. Of course, their tastes in games were a bit different; the CEO liked golf, while Lily preferred Chinese Checkers, but they compromised by playing a certain game, every other day. Truly, for a boss and his worker, there was no relationship quite like that shared by these two. But just as everything seemed perfect, things began to change.

Lily was honestly getting bored with the repetitiveness of it all. Wake up, go to work, strategize, play a game of golf or Chinese Checkers with the CEO during breaktime, strategize some more, go to bed, rinse and repeat… It was getting old. As she had taken one of her breaks to ponder upon what she should do with her life, next, she came to remember the field assignments that she had started out by doing. Those had really been a lot of fun… So, one day, she asked the CEO if there was anything outside HQ that needed doing. For a while, he always answered no, but eventually, as one threat began to arise in the Brrrgh, it had immediately captured his attention. So, he sent Lily to investigate, since she'd been just _dying_ to get out of the Bossbot Clubhouse.

And when Lily got there, she froze on the spot. A pink cat came rushing out of the tunnel that came from the playground, running down the street in her direction. Lily yelped as she was suddenly shoved to the side by a hand that came so fast, she could barely even see it.

"'Excuse me!" the pink cat shouted as she continued down the street, running at speeds that seemed… impossible. The lavender feline gave chase after the pink blur, stopping in her tracks as she saw the pink cat single-handedly overpower a large group of Cogs attempting to subdue her. Lily watched wordlessly, mouth hanging agape, awestruck by the insanity she was watching. It was utter chaos; chaos at its most primal, monstrous form. But it was controlled, somehow, and fixed directly on the Cogs, and nothing else. Cream pies soared, seltzer sprayed all over, and fiery explosions lit up the entire street. This couldn't be a single Toon causing all this carnage! Toons were weak, and so easily brought down when not aided by their companions. This had to be a group of Toons giving it their all… right? But when the clouds of smoke finally stopped, and the dust settled, standing amidst a field of scrap parts was the same pink cat that Lily had seen before. The lavender feline felt frozen in time as she watched the frigid winds blowing by, ruffling the pink fur of the cat standing proudly in the midst of the remains of her robotic foes. Her gloved hands were clenched by her sides, her posture straight as she puffed out her chest, her head raised skyward slightly as she relished in the moment. Then, she glanced around for a minute, before taking off down the street in search of more Cogs.

Doubt began to fog up Lily's strategies for Cog invasions and takeovers, the question of who she should side with, weighing heavily on her. She had been practically taken in by the Cogs, accepted by the CEO as his surrogate daughter, and he, her surrogate father. They had accepted her, after no one else wanted her. They had been there in troubling times, times that continuously drummed in her head and reminded her how much she needed the Cogs, just about as much as they needed her. This was a symbiotic relationship between them, and yet… The Toons were rising up from their defeats. With Toons like that pink feline, there was no telling what the Toons could really dish out. Had they been humoring them, the entire time? Doubt, doubt, doubt, stress, stress, stress, worry, worry, worry… Lily's mind continued to race as she stood there, stiff as a statue, just staring at the mess left behind by that one Toon. If this was what Toons were capable of… they might just have a chance. And if Lily was perfectly honest, she _really_ didn't want to be on that cat's bad side…

XXX

"I'm back," Lily called to the CEO as she entered his office. He smiled at her; a warm smile that was reserved just for her. It was a truly odd sight; a Skelecog's smiling face, though it was one Lily had learned to cherish the sight of.

"Hey there, Lily!" he greeted her. "So, what did you find? What's causing all that ruckus in the Brrrgh?"

"A single Toon," Lily responded. The CEO leaned forward, giving her a look of confusion.

"Beg pardon?"

"You heard me right. One Toon. One terrifying, monstrous, horrific, chaotic, insane Toon. I saw her take out _fifteen Cogs_ in rapid succession."

"Oh my Cog," the CEO muttered.

"And," Lily's lip wavered, as she fought the urge to cry. She didn't want to leave the Cogs. She really didn't. They were her family. They were her home. But, it seemed that the tides had turned. She needed to get away from this sinking ship. Mustering up the courage, she finished her thought. " _I think I should hand in my resignation_ ," those words came out in a rush, Lily's entire form quivering with the strength it had taken her to speak them. The CEO sat up, suddenly.

"Resignation?" he questioned. Lily held back a sob at the disappointment in his voice.

"Y-Yes," she meowed. "With Toons like that roaming the streets, while I once thought that Toons never had a chance against the Cogs, it seems things have changed. The tables have turned. And even though I don't want to, I think I should side with them, from hence forward." Lily finally broke down sobbing, falling to her knees as she found herself unable to stifle her emotions any longer. "I'm so sorry! I just can't live like this, any longer, as long as there are threats like _that_ prowling the streets of Toontown." The feline glanced up at the CEO, watching in horror as his expression warped into one of anger. The CEO, _her_ CEO, looked to be furious with her, something that she'd never known him to be, much less towards her.

"Traitor," he uttered. Lily's mind blanked as she watched the CEO grab his red golf club, his stronger of the two, and the one not typically used for casual golfing, since it tended to actually _break_ the golf balls he used it on. This was a very obvious threat, and one that he looked to be fully prepared to follow through with. Lily stared wide-eyed in terror. Her wonderful memories of all their good times flashed through her mind, rushing at her and smacking her in the face over and over as they reminded her just who was about to dole out punishment. That kind-spirited robot that had been her father figure was now turning against her, displaying a hunger to splay Toon blood over the wood grain walls of his office. But that bloodlust was soon met by an equal opponent. Just like the day that she'd found her purpose, something clicked in the feline's head as she suddenly turned to face one of the Gag barrels, nearby, a Gag barrel that contained some of the better Gags, within. Without giving it much thought, she dashed away from the CEO's swing of his massive red golf club, diving into the barrel and retrieving a single cream pie, holding it up, threateningly. The CEO must've thought it was just a bluff, as he rushed at her once more.

"Forgive me," Lily growled under her breath, before hurling the pie at the Cog's face. The Cog Boss recoiled in surprise, allowing Lily the chance to escape. Immediately, she bolted out the massive door, charging into the elevator, and pressing the button to close the doors, before the CEO could follow her. She cast her gaze downwards, in sadness. The CEO, _her surrogate father_ , had completely turned against her. She had thought their bond to be unbreakable. They cared about one another, immensely. She would've thought that he would respect her decision… but then she realized something. That was the true nature of the Cogs. Once your usefulness ran out, you were their enemy. It was how the Cogs had been all along! And she'd devoted her life to helping them… Those Cogs were the _real_ monsters, not the cheery Toons that she had come to hate. Tears poured down her face as she stood there, remembering all she'd done, and realizing the true magnitude of her actions. She could never atone for the wrong she had committed. But that didn't mean she wasn't going to try…

Upon reaching the playground of Donald's Dock, she'd trudged over to Toon HQ, weakly asking the first HQ Officer she saw, if they had any Toon secret agencies she could join. While normally, the HQ Officers would _never_ openly admit that there existed a legion of secret agents within Toontown, Lily's face read with it all; the regret, the sadness, the self-loathing… Finally, the HQ Officer let out a sigh, informing Lily of the TSAL, and where their headquarters was, if she wished to join their ranks. The lavender feline would go on to become the protector and defender of that same pink cat that she had seen, on that fate-changing day. And as Lily was soon to learn, that pink cat went by the name Ladybug Gigglehopper.

* * *

Whoo! Lily's backstory! It felt really good, writing all this down. Not only does it give me some lore to fall back on and mention throughout the story, as well as a frame of reference, but it also relieved a good deal of my stress. On the day I wrote this, I was having a pretty bad day, until, BOOM! Lillian Whiskerwhatsit! So, initially, Lily's name was just Lily. That's her name from when I knew her, in-game, that's her name on the Toon of her that I have on my alternate account; it has always been her real name. However, I wanted a little lengthier of a name, just like Ladybug's full name is Ladybug Gigglehopper. Just as Toons' names reveal a lot about themselves and/or their players, I gave her the last name Whiskerwhatsit to show how truly neglectful her player was. They were just all, 'Meh, find a last name that relates to cats, okay, I got Whisker, _aaaaand_ … Let's just put whatsit, cause I don't even care.' Lily's last name is not prophetic, like Ladybug's, but I think it fits her; being neglected by almost everyone, like she is.

I initially wrote this as the origin story of the Cog Spies, and even called it 'The Origin of the Cog Spies', starting out, but as I continued to write, I felt as though it would fit better as a backstory for Lily. So, here you go! Lily's tragic and unforgiving past, finally set in stone.


End file.
